CALGARY, ALBERTA--(Marketwire - Nov. 19, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
NuVista Energy Ltd. ("NuVista") (TSX:NVA) is pleased to announce that it has entered into agreements to issue a total of 19,000,000 common shares including 1,700,000 common shares to be issued on a "flow-through" basis for gross proceeds of $94,783,000 (the "Offerings").
NuVista has entered into letters of intent with three investors to issue 13,060,000 common shares, by way of a private placement, at an issue price of $4.90 per share for gross proceeds of $63,994,000. Franklin Templeton Investments Corp. and Ontario Teachers' Pension Plan Board, both existing shareholders, intend to purchase common shares issued in the Offerings at approximately their proportionate ownership interests purchasing 3,500,000 and 3,440,000 common shares, respectively. NuVista is also pleased to announce that an additional strategic partner, Caisse de dépôt et placement du Québec intends to purchase approximately 6,120,000 common shares. NuVista welcomes Caisse de dépôt et placement du Québec to our already strong shareholder base, and thanks our longtime core shareholders for their continued support.
NuVista has also entered into a "bought deal" agreement with a syndicate of underwriters led by Peters & Co. Limited and including BMO Capital Markets, CIBC World Markets Inc., FirstEnergy Capital Corp., RBC Capital Markets Corp., Scotia Capital Inc., and TD Securities Inc. (collectively, the "Underwriters") for the issuance of an additional 4,240,000 common shares at an issue price of $4.90 per share for gross proceeds of $20,776,000. NuVista has also entered into an agreement with the Underwriters to sell 1,110,000 common shares on a "flow-through" basis in respect of Canadian exploration expense ("Flow- Through Shares") at a price of $5.89 per share on a guaranteed agency basis for gross proceeds of $6,537,900. And finally, NuVista also intends to complete a private placement with certain directors and officers for an additional 590,000 Flow-Through Shares at a price of $5.89 per share for gross proceeds of $3,475,100.
The Offerings are scheduled to close on or about December 11, 2012 and are subject to customary regulatory approvals including the approval of the Toronto Stock Exchange (the "TSX"). Following the closing of the Offerings NuVista will have approximately 118.6 million common shares outstanding.
Use of Proceeds
Proceeds of the Offerings will initially be used to pay down bank indebtedness and then to fund an expanded 2013 Wapiti Montney capital program. The Offerings play a key role in increasing NuVista's financial flexibility and creating shareholder value through a sustainable growth model focused primarily on the development of the condensate-rich Wapiti Montney natural gas play. We anticipate our improved financial strength, coupled with the evolving processing and transportation capacity in the area will provide us with the opportunity to add a third rig to our Montney drilling activity at a time in the near future, likely mid 2013. The timing of this third rig will be determined based on ongoing drilling results and the commodity price environment as we proceed into 2013. NuVista continues to work with area operators and midstream companies towards long term processing solutions which we anticipate resolving in 2013. NuVista has previously released first half 2013 guidance, and we look forward to announcing firm plans for the full year of 2013 in the coming months as we step up activity in this exciting area.
This press release is not an offer of the common shares for sale in the United States. The common shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the Unites States absent registration or an exemption from the registration requirement of that Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such province or other jurisdiction.
ADVISORY REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. The use of any of the words "will", "expects", "believe", "plans", "potential" and similar expressions are intended to identify forward-looking statements or information.
More particularly and without limitation, this press release contains forward looking statements and information concerning: timing of announcement of future guidance; NuVista's capital and drilling program, focus, allocation and timing of expenditures; the anticipated potential of NuVista's asset base; anticipated increased processing and transportation capacity; the use of proceeds of the Offerings and the results and benefits to be achieved therefrom; the timing of the completion of the Offerings; the satisfaction of the conditions of closing of the Offerings in the timing planned; and NuVista's ongoing focus, strategy and growth plans.
The forward-looking statements and information in this press release are based on certain key expectations and assumptions made by NuVista, including prevailing commodity prices and exchange rates; applicable royalty rates and tax laws; future well production rates; reserve and resource volumes; the performance of existing wells; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; the satisfaction of the conditions of closing of the Offerings on the timing planned, and the receipt, in a timely manner, of regulatory and other required approvals.
Although NuVista believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because NuVista can give no assurance that they will prove to be correct. There is no certainty that NuVista will achieve commercially viable production from its undeveloped lands and prospects.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the oil and gas industry in general such as: operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to reserves, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation of petroleum and natural gas and loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; failure to satisfy conditions to closing of the Offerings; failure to obtain the necessary regulatory and other approvals, including stock exchange approvals and on the timelines planned; risks that conditions to closing of the Offerings are not satisfied; and risk that the Board of Directors determines that it would be in the interests of NuVista to deploy the proceeds from the Offerings to some other purpose; ability to access sufficient capital from internal and external sources; stock market volatility; and changes in legislation, including but not limited to tax laws, royalty rates and environmental regulations.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of NuVista are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. NuVista's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, or if any of them do so, what benefits NuVista will derive therefrom. NuVista disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.